The Coke Compensation Plan -- What’s It Really Worth and Why Should We Care?

Recently, David Winters of the Wintergreen Fund sent a damning letter to both the Coca-Cola (NYSE: KO) Board of Directors and to is largest investor, Warren Buffett of Berkshire Hathaway. In his letter, Winters sharply criticized Coke's new "2014 Equity Plan," writing:

We can find no reasonable basis for gifting management 14.2% of the share capital of Coca-Cola, worth $24 billion at today's share price. No matter how well a management team performs, it is unfathomable that they would require such astronomical sums of money to provide motivation. As representatives of the shareholders, it is the number one priority of the board to look after the owners' interests. This compensation plan appears to place the economic well-being of management far ahead of the interests of the Company's owners.

In a response to the ensuing outcry over the plan, Coke wrote a piece called "What Lemonade Stands Can Teach Us About Ownership," concluding:

We believe that our proposed equity plan is financially sound and encourages our employees to act like owners by tying their interests to those of everyone who owns a share of The Coca-Cola Company. Our business may be a bit more complex than a corner lemonade stand, but at the end of the day, we want our employees to think and act like owners.

Who has it right? Winters or Coke?

Let's go through The Math, and The Reasoning.

The MathBecause Coke and Winters come to different conclusions regarding the potential value being transferred to Coke employees through the plan, let's go through a little math first.

The 2014 Plan, along with the equity units left over from previous plans, proposes to create a pool of 500 million shares from which to compensate 6,400 of Coke's employees – although it seems likely the bulk of the value will end up in the hands of a much smaller group.

What's it worth?

The plan has some interesting specifics. For every stock option granted through the plan, the remaining "pool" for grantable shares is reduced by one share. For every "full value" equity award – restricted stock units or performance stock units – the pool is reduced by a total of five shares. This makes sense; an option to buy stock at the current market price is worth much less than the value of a real share of stock. Thus, the structure of the plan attempts to equalize the two.

The ultimate value of the plan will depend on the mix of options and full-value awards given out. Historically, the ratio has been about 60/40, and Coke has indicated this will likely continue to be the case – so let's base our math on that outcome. (Note that the entire plan is designed to be "performance based," in the sense that the equity awards will be contingent upon Coke meeting certain financial goals.) To get our upper bound, we'll assume Coke hits its numbers and the entire plan is exhausted.

60% of 500 million units is 300 million, our rough estimate of how many options Coke could potentially grant under the plan. Of that 300 million, a certain percentage will likely be forfeited or cancelled by departing employees, but we'll assume for now that they're all issued and exercised.

Because Coke chooses to use the proceeds of exercised stock options to buy back their own stock, we can roughly estimate what those options are going to cost them over time. For example, if Coke issues those 300 million options at an average strike price of $45, and they are exercised, on average, at $65 as Coke's stock price rises over time, Coke will be granting $20 of value to the option holder for every option. Let's use that as our working assumption, in which case the 300 million options are worth $6 billion. (Spread, of course, over many years.)

That leaves 200 million shares in the option pool for "full value" awards. If we again ignore forfeitures, the "5:1" full value share counting method means only 40 million shares can really be issued. Using $45 as our average grant date stock price again, those are worth $1.8 billion.

That puts the total value of the plan, under my estimates, at about $7.8 billion. Any forfeitures or shares that go un-granted will reduce that total value — so think of the $7.8 billion as an approximate upper bound. David Winters, in his letters, puts the value of the plan at $13 billion. Including the 368 million options outstanding under prior plans, he pegs the value of Coke's current equity granting at $24 billion. That seems rather high to me unless you're willing to use drastically different assumptions than I have above.

The ReasoningOK, that doesn't mean the plan is good news. While it may be worth less than Winters wants us to believe, we are still talking rather large numbers. Three hundred and forty million shares, in addition to the nearly 390 million already outstanding for equity awards, will amount to nearly 14% of Coke's outstanding shares, assuming full exercise.

Let's ask why Coke thinks this is reasonable and see if we agree.

First, Coke claims to be "paying for performance" – the shares are only issued if the Compensation Committee of the Board of Directors deems that Coke has met its targets. Coke has even shown the willingness to let some performance shares go un-granted in recent years due to lack of performance. Bravo. But they have also shown the willingness, in the past, to move the goalposts.

The PSU awards are based on something Coke calls "economic profit growth." Projecting a difficult economic environment and a negative impact from currency movements, Coke's "target threshold" of annual economic profit growth in the 2013-2015 period is merely 6.4%, as opposed to 11.7% in the 2011-2013 period, and 10.7% in the 2012-2014 period, neither of which are likely to be met. From the shareholder perspective, this looks a bit like moving the target a little closer to the archer to help ensure a bulls-eye.

In addition, despite the poor performance last year under the definitions of the PSU plan, Coke still managed to grant 73 million total equity units (in the form of options and RSUs) last year – or about 1.6% of shares outstanding. Pay for performance you say? I'm not so sure.

Not only that, but stock options are a fairly poor way of paying for performance. Their ultimate value derives from the opinion the stock market places on the company – which anyone involved in the market knows can vary widely. Hello Mr. Market. That means an employee can easily be wildly overpaid or underpaid for doing the same job with the same performance, depending on the ultimate mood of a stock market over which they have no control.

Why not simply pay them in cash for hitting their stated goals? Wouldn't actually payingfor performance be a more straight-forward way of...paying for performance?

Coke's response to this is probably that it is trying to create a "culture of ownership" by using equity-like compensation. The banks wanted to create 'cultures of ownership' too and we saw how that worked out.

The problem is stock options do not make employees act like owners. The difference between real ownership and "option ownership" is that the latter is all carrot and no stick.

The actual owners have put their hard earned capital on the line, with risk of loss, for the potential benefit of participating in Coke's growth. Option holders are granted a sort of lottery ticket on the company's success. The two are similar in certain respects, but not the same.

Lastly, Coke claims it offsets the issuance of options with stock repurchases. And indeed, Coke seems to use the proceeds from stock option exercise to repurchase shares -- $1.3 billion or probably around 33 million shares last year. This is why Coke can claim that dilution is less than 1% per year (which they have) – the repurchase activity offsets some of the dilution.

The problem with this argument is that the two need not be linked. Indeed, their largest shareholder Mr. Buffett has argued this point in the past. Repurchases, by definition, create per-share value when shares are purchased below their intrinsic value; whether the cash being used comes from sales of soda or the exercise of stock options is irrelevant.

Mindlessly buying back shares at any price simply because shares are being bled into the market via options issuance is not smart capital management. (Imagine, if you will, that Coke's stock price was at triple its actual value last year and yet Coke had continued its policy offsetting all options exercise with buybacks. Essentially their entire share repurchase program would have gone to offsetting options exercise, with no net reduction in shares outstanding. Would this have been a wise use of $4.8 billion of shareholder funds?)

Thus, Coke should consider its options program and its buyback program on their own merits. Just because Coke has a (very smart, on the whole) repurchase program does not give them carte blanche to issue equity to their employees.

There are two other problems with options in the case of Coke. The business itself doesn't need capital, so when people pay for their options, giving the company $45 for their shares, now worth $65, the company cannot invest that money at a decent return. Instead, these new funds will likely go into share repurchases. Another problem with options is that they are fixed price and this is by no means unique to Coke. As along as Coke makes money, however, "retained" earnings will enable it to make more money the following year. These options also ignore the carrying cost of capital.

ConclusionAs you can see, the details behind the Coke program, like most compensation programs across Corporate America, are fairly complex. (Compensation consultants don't get paid for simple.) Besides, if you're too simple, shareholders might actually figure out what management is being paid.

Reasonable minds can disagree about its value. But two things do seem somewhat clear: Coke is using somewhat fuzzy thinking to justify generous equity granting practices, and Mr. Winters is using some fuzzy thinking to help rally shareholders to the cause.

I'm a fan of Coke just getting rid of all options and paying people cash. If they want to be owners, they should put their money on the line like shareholders.

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Shane Parrish has owns shares in Coca-Cola, mostly through his investment in Berkshire Hathaway. The Motley Fool recommends Coca-Cola and Berkshire Hathaway. The Motley Fool owns shares of Coca-Cola and has the following options: long January 2016 $37 calls on Coca-Cola and short January 2016 $37 puts on Coca-Cola. Try any of our Foolish newsletter services free for 30 days. We Fools may not all hold the same opinions, but we all believe that considering a diverse range of insights makes us better investors. The Motley Fool has a disclosure policy.

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CEOs and Boards of Directors of publicly traded corporations have been ripping off shareholders for a long time. The committees are mostly other CEOs, and they scratch each others' backs. Most of the buybacks go to offer more options to top level officers, not reducing shares outstanding. My favorite are the tech companies who go private after the first flush of euphoria is over, then systematically take back ownership of the company through options granted to the already rich top employees. Folks, it's just one of many ways the rich get richer. Actually, it's one of the least worrisome, but it definitely rips off shareholders. We are all chum, but the world was ever thus.

In my experience stock options are rarely worth the trouble for the rank-and-file employee, but a great riskless return for the investment bank handling the transaction, since the investment bank gets to keep the lion's share of the gain. And that is assuming the option is ever worth exercising in the first place. I have often seen stock options which are more expensive than the market price. Naturally the employee chooses to "forfeit."

Good article. Good analysis as far as it goes. What are the ownership guidlines or requirements for those who get these shares? If this is how you get senior officers to hold 3 to 4 times their salary in stock which they can't sell until they retire or leave, then they will start thinking more like owners. CEO required to hold 10 times? The plan seems rich. But paying cash isn't a silver bullet either because it can and does lead to short-term thinking. I agree that options aren't much of an incentive. But if a lot of the wealth and pay of managers is tied to stock value, that isn't bad. Let's see if Mr. Bufett thinks it is too rich.

Maybe I am somewhat dense, but it would seem to me that if a company were to earn, say $5 billion dollars in profit, and were to use those profits to purchase $5 billion in shares on the open market soley to negate dilution from the issuance of new shares, that the company has really produced zero profits. (My apologies for the run-on sentence). Someone please tell me where my logic fails here.

I would love to hear Mr. Buffet's response to this analysis, and to hear his reaction to the announced plan. It is way past time for shareholders to demand accountability from BODs and senior officers. They typically line their pockets in good times, and bad, while the average worker feels the brunt of every down-sizing, layoff, or cut-back. A revolution is coming and, thanks to the latest SCOTUS action, it may be sooner than we think.

Compensating any employee with stock incentives should be outlawed. All compensation should be in cash so it's transparent to shareholders and shows on the bottom line each and every quarter. These huge stock grants to management is a total sham on all shareholders. The companies know 99% of the stockholders are too busy or not knowledgeable enough to read, understand, and question what's going on. Kudos to David Winters for bringing attention to all of this. It's not just Coke, it's every public company of size.

I was a highly compensated employee, with stock grants, RSUs, and stock options. The reality and the propaganda are quite different. Think about this: Pick your largest stock holding. Do you feel like an OWNER or shareholder of that company? Will they let you walk into one of the buildings you OWN? Do the employees have accountability to YOU. Well folks, if you want to face reality, the "employee owners" don't feel any different than you do about your ownership. They want as much compensation as they can get and they want their share prices to go up, just like you. But trust me, they aren't going to work each day with trying to figure out how to increase the value of the company so their ownership value increases. They are looking after their own careers, their own retirement, their family's well being, that next vacation, etc. They don't feel anymore ownership in the company than you, a shareholder feels...a very insignificant owner. It's not enough to make them change their work habits.

Now, for the dirty little secret of top management...Goals are set to be obtainable, regardless of how they are written. If it is discovered a goal was not obtainable, they move the goalpost (as stated in another post) because "you can't blame and penalize the employees when it's not their fault". It is also interesting to watch how wording is used to twist whether goals are met. Think about governmental politics and how everything is spun. Corporate spinning of the results is even more absurd than government and there's no press their to question it. It's a pyramid. The CEO can't meet his goals unless his direct reports meet theirs. No manager wants to admit their direct reports didn't meet their goals because that would reflect on their performance and their bonus would be in jeopardy. This trickles all the way down. So, in the end, even if nobody in the company meets their incentive goals, excuses are made, spin masters are at work, etc. Very few employees get 100% of the incentive potential, but most get 90%+. Even if you miss every goal you set, you receive 60 - 70% of the bonus. That's like getting compensated on a grading scale of a C to D-. A failing grade is below 60%, so you can fail miserably at your job and get 59% of your bonus...as long as you are not terminated. Likewise, you can be mediocre and get up to 90% of your bonus.

The joke is truly on the shareholders. On paper, stock incentives look like a good idea. In reality, employees start feeling entitled to their compensation. And, trust me, they're not trying to make the company great because they're an "owner". They don't feel any more ownership than you do as an outsider shareholder.

Thirty years ago I had a short but illuminating conversation with a friend: the disappearance of the middle class. I am so grateful for this article. Being a newbie, I wouldn't have the slightest idea where to start in trying to analyze Coca Cola's move, although even a superficial understanding makes red lights blink... As I read it, all I could hear was my nephew's voice describing the wildly popular analysis of where the globe is going:

Hey folks, if we own stocks we get to vote on compensation packages. We get to read the proxys and decide to approve or not the compensation package. There are usually two: executive compensation and some sort of incentive plan. Do the homework and make your decision. Vote your shares.

The problem is that institutional investors usually go with Shareholder Services recs. More attention should be paid. Vote no. I do on most compensation plans (Notable exception CNI a Motley Fool rec.)

I am retired. When I was workiing I got stock options which, if you held them for a long time, were a good idea - but I did not get a ton. I also had a Management Incentive Plan. Part of the plan was based on corporate performance, part on personal performance - meeting my goals. The company had to hit a target before any of this kicked in. It helped to keep you eye on the goals you set.

The big issue in my mind is executive compensation related to m&a activity which can screw everyone else and result in milion dollar payouts for no gain to the corporation or shareholders.

Nice article, it is very possible that the confidence in equity compensation like many things has been overused and thus caused disruptions. One result is the power base of management and directors who serve only stock values. The community and workers are left without representation (we can differ on whether they should be represented). Another consideration is just the role of the carrot and the stick, behaviorists seem to have established that the stick has good short term results, the carrot is longer term in nature and excess carrot is detrimental when it becomes manipulative.

After the last comment I have to add the following: It is a truism that compensation is only a negative motivator for most of us. If we think it is fair, we are happy. If we think we are not being fairly compensated, we have a very negative response. For those of us that are not executives, think about your last raise. If you thought it was a good one and fairy compensated you, you worked well but did not think about it all the time. You did your job well. If you thought you were getting screwed the results for your employer were probably not good.

Now CEOs are on a different plain. They know their compensation is public. They use it to keep score. They have their boards in their pockets way too often. Think about it.

The latest trend in European banking compensation is paying employees in convertible preferred stock. The idea is that a lower risk currency will do a better job of incentivizing employees than a high risk currency like common stock or options.

Let's hope Buffett weighs in on Coke's plan and helps persuade them to dial it back.

However, some of the comments regarding employees not performing based on compensation is way of base. My father worked thirty years for a public utility company that used a matching dollar program to award their employees and my father had money taken out of his check each month to participate. It was a very positive program in that he viewed and many of his fellow employees viewed this as a sign the company cared about its employees. Fortunately they never needed to sell the stock and my sister and I are $500,000 better off today.

Sure there are those who do not respond to what others do in their behalf but I believe they are in the minority.

Fantastic article. I wish somebody like you was on the Coke board of directors. I wonder if they actually know all these facts and just don't care because it is self serving or are just clueless.

I've voted my few thousand shares against the proposed compensation plan. I agree with you and Winters. The plan is beyond lucrative especially when held up against the lack of performance. Also the share repurchases definitely don't make sense to do blindly as you stated. Winters should bring that up and you could almost have a shareholder lawsuit as it seems blind buybacks are a breach of fiduciary responsibility

I am all in favor of profit sharing. I worked for a company for 30 years that provided profit sharing, a 401K, and a normal retirement program. All this in addition to the options and incentive plans I was enrolled in as a manager. I retired (1998) in great shape!!! This helped me identify with the company. I still have a photo of a building I worked on hanging in my office.

More recent employees at my level don't get those benefits. Since I left the company has been sold 3 times. The big winners were the CEO's and those near them --- not the workers. The top level people got huge packages. Sorry for yet another post.

Good article, raises a lot of questions and I think that the same questions will be asked of a lot of other public companies. I am not a KO shareholder so I am not too troubled about their excessive share based incentive scheme. I am however trouble by the trend across the board to have excessive levels of share and option incentive schemes. As with Coke the majority of options granted are towards the higher level management. My way of thinking is that the truck driver who delivers the stuff is only paid 40,000 to do his job and the CEO is paid 4,000,000 simply to do his job. Is the 4 million not enough motivation?

In other words if you give the CEO, CFO & COO massive share bonus and options, whats the reason for the 7 figure salary?

To answer my own question, as in politics, if you let people write the rule book that applies to themselves you get a corrupt and grossly unfair system.

Excellent article. And some very good comments. I especially enjoyed Gdub's comment.

As that computer voice from "Wargames" might say, management compensation is a strange game. Even stranger is why everyone doesn't agree on the subject, and why people tend to act political about something that is intrinsically objective and scientific.

Whenever I argue this article's point to my conservative friends, they inevitably laugh at me as their temperatures rise, heated by the fuel of self-righteous indignation, and tell me that I shouldn't care what other people make, just worry about myself. Fair enough in one sense, except if I am a shareholder with an investment in a public company, wouldn't a conservative agree that the person who takes the risk is the one who should be compensated the most?

That has always puzzled me. Conservatives should be more vocal then their political counterparts when it comes to the overpayment of CEOs and their underlings.

I honestly wish someone would make an attempt at this calculation:

What would be the hypothetical value of the S&P 500, today and into the future, based mostly on expected future dividend yields, if the CEO of a company only made, in total compensation from all sources, $2 million per year? What would be the value if all stock compensation were eliminated? What I'm getting at is, if a CEO only made $2 million per year tops, and if all other management compensation adjusted downward as well, would the dividend yield on, say, Vanguard index funds rise over time?

I don't know how significant the effect would be, but I would have to assume more money available for dividends, stock buybacks, and investing back into the company would be quite beneficial. Especially for media companies, a sector I follow, I would imagine saving even a few million on executive salaries would allow more bets on content that could really potentially up a stock price (I'm thinking specifically of Disney and how something as cheap as a Disney Channel movie can have far-reaching benefits).

Great article, Shane! This analysis rivals (and exceeds) much of TMF's subscription services. I was actually considering an investment in KO, but I now have to think better of it. This balance of math, psychology, and opinion are rare in financial journalism. Many thanks!

Back in the 1970s (if my memory is correct) the public found out how much more executive were paid than the average employee. They raised heck until the federal government passed a law that only one million of cash compensation could be deducted by the company as an expense. So, companies started using options.

A few years ago I read an article that compared the "over-payment" from then to now. I couldn't find it or I would paste a link, and can't remember the exact numbers. Please forgive the made up numbers that follow; can't remember them exactly. However, I do remember that it was something like 30 times in the 1970s and now is something like 1,000 times. Options are sooo easy to abuse.

For the past 35+ years I've voted against any proposal that the directors are for. And I read the stockholder proposals and vote for the good ones. BUT, our small votes get overwhelmed by the mutual fund managers and other institutions that don't care. They just vote with company management. Maybe they are afraid they won't get to talk to executives if they try to hold them accountable.

My suggestions:

1. If you own any mutual funds, tell them how you feel about the company proposals, ask how they voted and why.